Common use of Regulatory Filings; No Defaults Clause in Contracts

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI or any of its Subsidiaries in connection with the execution, delivery or performance by SBI of this Agreement or to consummate the Merger except for (A) filings of applications, notices and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities), (B) filings with the SEC and state securities authorities, and (C) the filing of the certificate of merger with the OSS pursuant to the OGCL. As of the date hereof, SBI has no knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject to receipt of the regulatory and shareholder approvals referred to above, expiration of related regulatory waiting periods and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI or of any of its Subsidiaries or to which SBI or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles or the SBI Code, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Xxxxxx or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Xxxxxx of this Agreement or to consummate the Company Merger or the Bank Merger except for (A) filings of applications, applications or notices and with the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)OTS, (B) filings with the SEC and state securities authorities, (C) filings for approval of listing on the Nasdaq System of the shares to be issued, and (CD) the filing of the certificate (and endorsement of, if required) articles of merger or articles of combination with the OSS pursuant to Maryland Secretary, the OGCLIndiana Secretary and the OTS. As of the date hereof, SBI has no knowledge Xxxxxx is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals referred to abovein the preceding paragraph, and expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or material agreement, indenture or instrument of SBI Xxxxxx or of any of its Subsidiaries or to which SBI Xxxxxx or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Xxxxxx Articles or the SBI CodeXxxxxx Bylaws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, material agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Seller or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Seller of this Agreement or to consummate the Merger except for (A) filings of applications, notices and the Agreement to MergeMerge with, or requests for approvals and waivers from, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)federal and state banking authorities, (B) filings with the SEC state and state federal securities authorities, and (C) the filing of the certificate articles of merger with the OSS Department of State of the Commonwealth of Pennsylvania pursuant to Section 1927 of the OGCLPBCL, (D) the approval of the Parent Merger by the holders of 66 2/3% of the outstanding shares of Seller Common Stock entitled to vote thereon (excluding shares of Seller Common Stock held by Purchaser if Purchaser holds 5% or more of the outstanding shares of Seller Common Stock as of the record date for the Seller Meeting or as of immediately prior to the Effective Date), and (E) the third party consents set forth on the Disclosure Schedule under Section 5.02(f). As of the date hereof, SBI has no knowledge Seller is not aware of any reason relating to Seller why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals and third party consents referred to above, above and the expiration of related certain regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI Seller or of any of its Subsidiaries or to which SBI Seller or any of its Subsidiaries or properties is subject or boundbound except for any breach, violation, default, Lien, acceleration or right of termination which would not, individually or in the aggregate, result in a Material Adverse Effect, (B) constitute a breach or violation of, or a default under, the SBI Seller Articles or the SBI CodeSeller Bylaws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Jefferson or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Jefferson of this Agreement or the Stock Option Agreement or to consummate the Merger except for (A) filings the filing of applications, notices and a notice under the Agreement to Merge, as applicable, with Regulatory Authorities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (including the consents or non-objections of such Regulatory Authoritiesxxx "XXX Xxx"), (BX) filings of applications or notices with federal and Virginia banking authorities, (C) filings with the SEC and state securities authorities, and (CD) the filing of the certificate articles of merger with the OSS North Carolina Secretary pursuant to the OGCLNCBCA and the Corporation Commission pursuant to the VSCA. As of the date hereof, SBI has no knowledge Jefferson is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals referred to abovein the preceding paragraph, and expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI Jefferson or of any of its Subsidiaries or to which SBI Jefferson or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Jefferson Certificate or the SBI CodeJefferson By-Laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i1) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI the Company or any of its Subsidiaries in connection with the execution, delivery or performance by SBI the Company of this Agreement Agreement, or to consummate the Merger and the other transactions contemplated hereby, except for (A) filings the filing with the SEC of applicationsthe Proxy Statement in definitive form, notices (B) the filing of applications and the Agreement to Mergenotices, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)OTS, (B) filings the NJBD and the FDIC with respect to the SEC Merger and state securities authorities, the Subsidiary Combination and (C) the filing of the a certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the OGCLDGCL and the filing of a certificate of merger with the Secretary of State of the State of New Jersey pursuant to the NJBCA. As of the date hereof, SBI has no knowledge the Company is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities necessary to permit consummation of the transactions contemplated by this Agreement will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b). (ii2) Except as Previously Disclosed, subject Subject to receipt of the regulatory approvals, and shareholder approvals expiration of the waiting periods, referred to above, expiration in the preceding paragraph and the making of related regulatory waiting periods and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument Contract of SBI the Company or of any of its Subsidiaries or to which SBI the Company or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Company Certificate or the SBI CodeCompany By-laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Filings; No Defaults. (i1) No consents or approvals of, or filings or registrations with, any Governmental Authority Authority, Self-Regulatory Organization or with any third party are required to be made or obtained by SBI or any of its Subsidiaries the Company in connection with the execution, delivery or performance by SBI the Company of this Agreement Agreement, or to consummate the Merger Merger, except for (A) filings of applications, notices and those required under the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities), HSR Act; (B) filings of applications or notices with the SEC CSE, the NASD and state other Previously Disclosed securities licensing or supervisory authorities, and (C) the filing with the SEC of the certificate of merger Prospectus/Proxy Statement and compliance with the OSS Exchange Act; (D) approval of the Company's shareholders as contemplated by Section 4.3(c); (E) approval of the CSE and consents of national securities exchanges to the transfer of ownership of seats or memberships; and (F) the filing of Articles of Merger with the Secretary of State of the State of Minnesota pursuant to the OGCLMBCA. As of the date hereof, SBI has no knowledge the Company is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities or Self-Regulatory Organizations necessary to permit consummation of the transactions contemplated by this Agreement will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)received. (ii2) Except as Previously DisclosedSubject only to the approval by the holders of a majority of the outstanding shares of Company Common Stock, subject to the receipt of the regulatory and shareholder approvals referred to abovein Section 4.3(d)(1), the expiration of related regulatory applicable waiting periods and the making of required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination (with or without the giving of notice, passage of time or both) under, any law, rule or regulation or any judgment, decree, order, governmental or nongovernmental permit or license, or agreement, indenture or instrument Contract of SBI the Company or of any of its Subsidiaries or to which SBI the Company or any of its Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Company Articles or the SBI CodeCompany Bylaws or similar governing documents of any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental or nongovernmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI MNB or any of its Subsidiaries in connection with the execution, delivery or performance by SBI MNB of this Agreement or the Stock Option Agreement or to consummate the Merger except for (A) filings of applications, notices and the Agreement to Merge, as applicable, with Regulatory Authorities (including and the consents or non-objections approval of such Regulatory Authorities)certain federal and state banking authorities, (B) filings with the SEC and state securities authorities, and (C) the filing of the certificate of merger with the OSS pursuant to the OGCL. As of the date hereof, SBI has no knowledge MNB is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals referred to above, above and expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI MNB or of any of its Subsidiaries or to which SBI MNB or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles or the SBI Code, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.the

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Belmont or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Belmont of this Agreement or to consummate the Parent Merger or the other transactions contemplated hereby except for (A) filings of applications, notices applications and the Agreement to Mergenotices, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities), (B) filings with the SEC and state securities authorities, and (C) the filing of the certificate Certificates of merger Merger with the OSS pursuant to the OGCL. As of the date hereof, SBI has no knowledge Belmont is not aware of any reason why the approvals set forth Requisite Regulatory Approvals (as defined in Section 7.01(b)) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals referred to above, above and expiration of related regulatory waiting periods periods, and required filings under federal and state securities lawsLaws, except as Previously Disclosed, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, orderLaw, governmental permit or license, or agreement, indenture or instrument Contract of SBI Belmont or of any of its Subsidiaries or to which SBI Belmont or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Governing Documents of Belmont or the SBI Code, any of its Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, orderLaw, governmental permit or license, agreement, indenture or instrumentgovernmental Contract.

Regulatory Filings; No Defaults. (i1) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI the Company or any of its Subsidiaries in connection with the execution, delivery or performance by SBI the Company of this Agreement Agreement, or to consummate the Merger or the other transactions contemplated hereby, except for (A) filings the filing with the SEC of applicationsthe Proxy Statement in definitive form, notices (B) the filing and the Agreement to Mergeapproval of applications and notices, as applicable, with Regulatory Authorities (including the consents or non-objections Board of such Regulatory Authorities)Governors of the Federal Reserve System, (B) filings with the SEC NCCOB and state securities authoritiesthe FDBF, and expiration of any related waiting periods, with respect to the Merger, (C) the filing of a notification, if required, and expiration of the related waiting period under the HSR Act, (D) the filing of a certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the OGCLDGCL, and (E) the filings of applications and notices, as applicable, required to be made pursuant to the Bank Act (Canada). As of the date hereof, SBI has no knowledge the Company is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities necessary to permit consummation of the transactions contemplated by this Agreement will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b). (ii2) Except as Previously Disclosed, subject Subject to receipt of the regulatory approvals, and shareholder approvals expiration of the waiting periods, referred to above, expiration in the preceding paragraph and the making of related regulatory waiting periods and required filings under federal and state securities laws, if any, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument Contract of SBI the Company or of any of its Subsidiaries or to which SBI the Company or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Constitutive Documents of the Company or the SBI Code, any of its Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Three Rivers or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Three Rivers of this Agreement or to consummate the Merger except for (A) filings of applications, notices and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)federal and state banking authorities, (B) filings with the SEC and state securities authorities, and (C) the filing filings of the certificate of merger with the OSS pursuant to the OGCLOGCL and the Articles of Merger with the DSCP pursuant to the PBCL. As of the date hereof, SBI has no knowledge Three Rivers is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder stockholder approvals referred to above, above and expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI Three Rivers or of any of its Subsidiaries or to which SBI Three Rivers or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Three Rivers Articles or the SBI CodeThree Rivers By-Laws, or (C) require any consent or approval under any such law, ; rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or declarations, filings or registrations with, any Governmental Authority or Regulatory Authority or with any third party are required to be made or obtained by SBI Vision Bancshares or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Vision Bancshares of this Agreement or to consummate the Merger or the other transactions contemplated hereby, except for (A) filings of applications, notices applications and the Agreement to Mergenotices, as applicable, with Regulatory Authorities (including and the consents or non-objections approval of such Regulatory Authorities)certain federal and state banking authorities, (B) filings with the SEC and state securities authorities, authorities and (C) the filing filings of the appropriate certificate of merger with the OSS Ohio SOS pursuant to the OGCLOGCL and the appropriate articles of merger with the Alabama SOS pursuant to the Alabama Code. As of the date hereofof this Agreement, SBI has no knowledge Vision Bancshares is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory Required Vision Bancshares Vote and shareholder the approvals of the Governmental Authorities and Regulatory Authorities referred to above, above and the expiration of related applicable regulatory waiting periods periods, and required filings under federal and state securities lawsLaws, the execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated hereby hereby, by Vision Bancshares do not and will not not: (A) constitute conflict with, or result in a breach or violation of, or result in the breach of or a default (or with notice or lapse of time would result in a default) under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or provision of any judgment, decree, order(1) Law, governmental permit or license, or agreement, indenture Contract of Vision Bancshares or instrument of SBI or of any of its Subsidiaries or to which SBI Vision Bancshares, any of its Subsidiaries, or Vision Bancshares’ or any of its Subsidiaries or Subsidiaries’ properties is are subject or bound, except, in the case of Contracts, such conflicts, violations, breaches, defaults, Liens, accelerations of remedies or rights of termination which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Vision Bancshares prior to the Merger or on Park upon consummation of the Merger, or (2) any order, writ, judgment, injunction or decree of any Governmental Authority or Regulatory Authority applicable to Vision Bancshares or any of its Subsidiaries, (B) constitute conflict with, or result in a breach or violation of, or result in the breach of or a default (or with notice or lapse of time would result in a default) under, the SBI Articles Vision Bancshares Articles, the Vision Bancshares Bylaws or any other Governing Documents of Vision Bancshares or the SBI CodeGoverning Documents of any of Vision Bancshares’ Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, orderLaw, governmental permit or license, agreementor Contract except, indenture in the case of Contracts, such consents or instrumentapprovals, the failure of which to be obtained individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Vision Bancshares prior to the Merger or on Park upon consummation of the Merger.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Fed One or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Fed One of this Agreement or the Stock Option Agreement or to consummate the Merger except for (A) filings of applications, applications or notices with federal and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)state banking and thrift authorities, (B) filings with the SEC and state securities authorities, and (C) filings of applications or notices with the U.S. Department of Justice and Federal Trade Commission pursuant to the H-S-R Act, (D) the filing of the certificate of merger with the OSS Delaware Secretary pursuant to the OGCLDGCL and the filing of articles of merger with the West Virginia Secretary pursuant to the WVCA, and (E) the adoption and approval of this Agreement by the stockholders of Fed One. As of the date hereof, SBI has no knowledge Fed One is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals referred to abovein the preceding paragraph, and expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI Fed One or of any of its Subsidiaries or to which SBI Fed One or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Fed One Certificate or the SBI Code, Fed One Bylaws or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Commerce or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Commerce of this Agreement or the Stock Option Agreement or to consummate the Merger except for (A) filings the filing of applications, notices and a notice under the Agreement to Merge, as applicable, with Regulatory Authorities Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (including the consents or non-objections of such Regulatory Authoritiesxxx "XXX Xxx"), (BX) filings of applications or notices with federal and state banking authorities, (C) filings with the SEC and state securities authorities, and (CD) the filing of the certificate articles of merger with the OSS Secretary of State of the State of Florida pursuant to the OGCLFBCA and the Secretary of State of the State of North Carolina pursuant to the NCBCA. As of the date hereof, SBI has no knowledge Commerce is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals referred to abovein the preceding paragraph, and expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or contract, agreement, indenture or instrument of SBI Commerce or of any of its Subsidiaries or to which SBI Commerce or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Commerce Certificate or the SBI CodeCommerce By-Laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, contract, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI the Company or any of its Subsidiaries in connection with the execution, delivery or performance by SBI the Company of this Agreement Agreement, or to consummate the Merger Combination except for (A) filings the filing of applications, notices and a notice under the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)HSR Act, (B) filings of applications or notices with the SEC and state securities Previously Disclosed mortgage banking licensing or supervisory authorities, and (C) the filing with the SEC of the Proxy Statement in definitive form, and (D) the filing of a certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the OGCLDGCL (as contemplated by the Plan of Merger). As of the date hereof, SBI has no knowledge the Company is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities necessary to permit consummation of the transactions contemplated by this Agreement will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory approvals, and shareholder approvals expiration of the waiting periods, referred to above, expiration in the preceding paragraph and the making of related regulatory waiting periods and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit 13 18 or license, or agreement, indenture or instrument Contract of SBI the Company or of any of its Subsidiaries or to which SBI the Company or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Company Certificate or the SBI CodeCompany By-laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Filings; No Defaults. (i) No consents or approvals of, ------------------------------- or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI the Company or any of its Subsidiaries in connection with the execution, delivery or performance by SBI the Company of this Agreement Agreement, or to consummate the Merger except for (A) filings the filing of applications, notices and a notice under the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)HSR Act, (B) filings of applications or notices with the SEC and state securities Previously Disclosed mortgage banking licensing or supervisory authorities, and (C) the filing with the SEC of the Proxy Statement in definitive form, and (D) the filing of a certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the OGCLDGCL. As of the date hereof, SBI has no knowledge the Company is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities necessary to permit consummation of the transactions contemplated by this Agreement will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory approvals, and shareholder approvals expiration of the waiting periods, referred to above, expiration in the preceding paragraph and the making of related regulatory waiting periods and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument Contract of SBI the Company or of any of its Subsidiaries or to which SBI the Company or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Company Certificate or the SBI CodeCompany By-laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority Authority, Self-Regulatory Organization or with any third party are required to be made or obtained by SBI or any of its Subsidiaries IJL in connection with the execution, delivery or performance by SBI IJL of this Agreement Agreement, or to consummate the Merger except Merger, EXCEPT for (A) filings of applications, applications or notices and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents Previously Disclosed securities licensing or non-objections of such Regulatory Authorities)supervisory authorities, (B) filings the filing with the SEC of the Proxy Statement in definitive form, (C) approval of the NYSE and state consents of national securities authorities, exchanges to the transfer of ownership of seats or memberships and (CD) the filing of the (x) a certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the OGCL. As DGCL and (y) articles of merger with the date hereof, SBI has no knowledge Secretary of any reason why State of North Carolina pursuant to the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)NBCA. (ii) Except as Previously DisclosedSubject only to the approval by the holders of a majority of the outstanding shares of IJL Common Stock, subject to the receipt of the regulatory and shareholder approvals referred to abovein Section 5.03(f)(1), the expiration of related regulatory applicable waiting periods and the making of required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies (except as Previously Disclosed) or any right of termination (with or without the giving of notice, passage of time or both) under, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or agreement, indenture or instrument Contract of SBI IJL or of any of its Subsidiaries or to which SBI IJL or any of its Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles IJL Certificate or the SBI CodeIJL By-laws or similar governing documents of any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental or non-governmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Filings; No Defaults. (i1) No consents or approvals of, or filings or registrations with, any Governmental Authority Authority, Self-Regulatory Organization or with any third party are required to be made or obtained by SBI or any of its Subsidiaries the Company in connection with the execution, delivery or performance by SBI the Company of this Agreement Agreement, or to consummate the Merger Merger, except for (A) filings of applications, applications or notices and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents Previously Disclosed securities licensing or non-objections of such Regulatory Authorities)supervisory authorities, (B) filings the filing with the SEC of the Proxy Statement in definitive form, (C) approval of the NYSE and state consents of national securities authorities, exchanges to the transfer of ownership of seats or memberships and (CD) the filing of the (x) a certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the DGCL and (y) a certificate of merger with the Secretary of State of the State of Ohio pursuant to the OGCL. As of the date hereof, SBI has no knowledge the Company is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities or Self-Regulatory Organizations necessary to permit consummation of the transactions contemplated by this Agreement will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b). (ii2) Except as Previously DisclosedSubject only to the approval by the holders of a majority of the outstanding shares of Company Common Stock, subject to the receipt of the regulatory and shareholder approvals referred to abovein Section 5.03(d)(1), the expiration of related regulatory applicable waiting periods and the making of required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination (with or without the giving of notice, passage of time or both) under, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or agreement, indenture or instrument Contract of SBI the Company or of any of its Subsidiaries or to which SBI the Company or any of its Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Company Certificate or the SBI CodeCompany By-laws or similar governing documents of any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental or non-governmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Seller or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Seller of this Agreement or to consummate the Merger except for (A) filings of applications, notices and the Agreement to MergeMerge with, or requests for approvals and waivers from, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)federal and state banking authorities, (B) filings with the SEC state and state federal securities authorities, and (C) the filing of the certificate articles of merger with the OSS Department of State of the Commonwealth of Pennsylvania pursuant to Section 1927 of the OGCLPBCL, (D) the approval of the Parent Merger by the affirmative vote of a majority of the votes cast by the holders of Seller Common Stock entitled to vote thereon at the Seller Meeting and (E) the third party consents set forth on the Disclosure Schedule under Section 5.02(f). As of the date hereof, SBI has no knowledge Seller is not aware of any reason relating to Seller why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals and third party consents referred to above, above and the expiration of related certain regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI Seller or of any of its Subsidiaries or to which SBI Seller or any of its Subsidiaries or properties is subject or boundbound except for any breach, violation, default, Lien, acceleration or right of termination which would not, individually or in the aggregate, result in a Material Adverse Effect, (B) constitute a breach or violation of, or a default under, the SBI Seller Articles or the SBI CodeSeller Bylaws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Prospect or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Prospect of this Agreement or to consummate the Parent Merger or the other transactions contemplated hereby except for (A) filings of applications, notices applications and the Agreement to Mergenotices, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities), (B) filings with the SEC and state securities authorities, and (C) the filing of the certificate Certificates of merger Merger with the OSS pursuant to the OGCL. As of the date hereof, SBI has no knowledge Prospect is not aware of any reason why the approvals set forth Requisite Regulatory Approvals (as defined in Section 7.01(b)) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals referred to above, above and expiration of related regulatory waiting periods periods, and required filings under federal and state securities lawsLaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, orderLaw, governmental permit or license, or agreement, indenture or instrument Contract of SBI Prospect or of any of its Subsidiaries or to which SBI Prospect or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Governing Documents of Prospect or the SBI Code, any of its Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, orderLaw, governmental permit or license, agreement, indenture or instrumentgovernmental Contract.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI or Masox xx any of its Subsidiaries in connection with the execution, delivery or performance by SBI of Masox xx this Agreement or the Stock Option Agreement or to consummate the Merger except for (A) filings of applications, applications or notices with federal and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)Virginia banking authorities, (B) filings with the SEC and state securities authorities, and (C) the filing of the certificate articles of merger with the OSS Corporation Commission pursuant to the OGCL. As of the date hereof, SBI has no knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).VSCA and (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals referred to abovein the preceding paragraph, and expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI or Masox xx of any of its Subsidiaries or to which SBI or Masox xx any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Masox Xxxtificate or the SBI CodeMasox Xx-Laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI WBI or any of its Subsidiaries in connection with the execution, delivery or performance by SBI WBI of this Agreement or the Stock Option Agreement or to consummate the Merger except for (A) filings of applications, notices and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)federal and state thrift and banking authorities, (B) filings with the SEC and state securities authorities, and (C) the filing of the certificate of merger with the DSS pursuant to the DGCL and the OSS pursuant to the OGCL. As of the date hereof, SBI has no knowledge WBI is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder stockholder approvals referred to above, above and expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI WBI or of any of its Subsidiaries or to which SBI WBI or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles WBI Certificate or the SBI CodeWBI By-Laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Mason or any of its Subsidiaries in connection with the executionexecxxxxx, delivery or performance by SBI Mason of this Agreement or the Stock Option Agreement or to consummate consuxxxxx the Merger except for (A) filings of applications, applications or notices with federal and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)Virginia banking authorities, (B) filings with the SEC and state securities authorities, and (C) the filing of the certificate articles of merger with the OSS Corporation Commission pursuant to the OGCLVSCA and the issuance of a certificate of merger in connection therewith. As of the date hereof, SBI has no knowledge Mason is not aware of any reason why the approvals set forth in Section xx Xection 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals referred to abovein the preceding paragraph, and expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI Mason or of any of its Subsidiaries or to which SBI Mason or any of its xx xts Subsidiaries or properties is subject or boundxxxxd, (B) constitute a breach or violation of, or a default under, the SBI Articles Mason Certificate or the SBI CodeMason By-Laws, or (C) require any consent cxxxxxt or approval under any such lawsxxx xaw, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI PEOPLES or any of its Subsidiaries in connection with the execution, delivery or performance by SBI PEOPLES of this Agreement or the Stock Option Agreement or to consummate the Merger except for (A) filings of applications, and notices and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)federal and state banking authorities, (B) filings with the SEC and state securities authorities, and (C) the filing of the certificate articles of merger with the OSS DSCP pursuant to the OGCLPBCL. As of the date hereof, SBI has no knowledge PEOPLES is not aware of any reason why the approvals set forth in Section 7.01(b6.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b6.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals referred to above, above and expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI PEOPLES or of any of its Subsidiaries or to which SBI PEOPLES or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI PEOPLES Articles or the SBI CodePEOPLES Bylaws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Alliance or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Alliance of this Agreement or to consummate the Merger Stock Option Agreement or the consummation of the Transactions except in this case of the consummation of the Transactions for (A) filings of applications, applications or notices and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities), (B) filings with the SEC and state securities authorities, and (C) the filing of the certificate (and endorsement of, if required) certificates of merger and articles of combination with the OSS pursuant to Delaware Secretary, the OGCLAdministrator and the OTS. As of the date hereof, SBI has no knowledge Alliance is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt from Regulatory Authorities of the regulatory and shareholder approvals referred to abovein the preceding paragraph, and the expiration of related regulatory waiting periods periods, and required filings under federal and state securities lawslaws relating to the consummation of, and the issuance of COFI Common Stock in, the Company Merger, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby Transactions and the exercise of rights under the Stock Option Agreement do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or any material agreement, license, indenture or instrument of SBI to which Alliance or of any of its Subsidiaries is a party or to which SBI Alliance or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Alliance Certificate or the SBI CodeAlliance By-Laws, or the governing documents or instruments of any Alliance Subsidiary, (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or material agreement, license, indenture or instrumentinstrument or (D) result in any penalty payment relating to borrowed funds, advances or financial instruments of Alliance or any Alliance Subsidiary.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Xxxxx or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Xxxxx of this Agreement or to consummate the Parent Merger or the other transactions contemplated hereby except for (A) filings of applications, notices applications and the Agreement to Mergenotices, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities), (B) filings with the SEC and state securities authorities, and (C) the filing of the certificate Certificates of merger Merger with the OSS pursuant to the OGCL. As of the date hereof, SBI has no knowledge Xxxxx is not aware of any reason why the approvals set forth Requisite Regulatory Approvals (as defined in Section 7.01(b)) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory Required Xxxxx Vote and shareholder approvals the approval of the Regulatory Authorities referred to above, above and expiration of related regulatory waiting periods periods, and required filings under federal and state securities lawsLaws, except as Previously Disclosed, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, orderLaw, governmental permit or license, or agreement, indenture Contract of Xxxxx or instrument of SBI or of any of its Subsidiaries or to which SBI Xxxxx or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Governing Documents of Xxxxx or the SBI Code, any of its Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, orderLaw, governmental permit or license, agreement, indenture or instrumentgovernmental Contract.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI CB and Bank or any of its Subsidiaries in connection with the execution, delivery or performance by SBI CB and Bank of this Agreement or to consummate the Merger except for (A) filings of applicationsapplications or notices with, notices or seeking approvals and the Agreement to Mergewaivers from, as applicable, with Regulatory Authorities (federal and state banking authorities, including the consents or non-objections Federal Reserve Board and the Wyoming Division of such Regulatory Authorities)Banking, (B) filings with the SEC state and state federal securities authorities, and (C) the filing of the certificate Statement of merger Merger with the OSS Wyoming Secretary of State pursuant to the OGCLWBCA, (D) the approval of the Merger by the holders of two-thirds (2/3) of the outstanding shares of CB Common Stock entitled to vote thereon, and (E) the third party consents set forth on the Disclosure Schedule under Section 5.02. As of the date hereof, SBI has no knowledge CB and Bank are not aware of any reason why the approvals set forth in Section 7.01(b8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b8.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals and third party consents referred to above, above and the expiration of related certain regulatory waiting periods periods, and required filings under federal and state securities laws, to our Knowledge the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute or result in a breach or violation of, or a default under, the acceleration of any obligations or give rise to any Lienthe creation of a Lien on the assets of CB or the Bank (with or without notice, lapse of time, or both) pursuant to, any acceleration of remedies agreement, lease, license, contract, insurance policy, note, mortgage, indenture, instrument, arrangement or other obligation (each, a “Contract” and, collectively, “Contracts”) binding upon CB or the Bank or to which they or any right of termination under, any law, rule their properties are subject or regulation bound or any judgment, decree, order, law or governmental or non-governmental permit or license, or agreement, indenture or instrument of SBI or of any of its Subsidiaries or license to which SBI CB or any of its Subsidiaries or properties the Bank is subject or boundsubject, (B) constitute a breach or violation of, or a default under, the SBI CB or Bank Articles or the SBI CodeBylaws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI the Company or any of its Subsidiaries in connection with the execution, delivery or performance by SBI the Company of this Agreement Agreement, or to consummate the Merger except for (A) filings the filing of applications, notices and a notice under the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)HSR Act, (B) filings of applications or notices with the SEC and state securities Previously Disclosed mortgage banking licensing or supervisory authorities, and (C) the filing with the SEC of the Proxy Statement in definitive form, and (D) the filing of a certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the OGCLDGCL. As of the date hereof, SBI has no knowledge the Company is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities necessary to permit consummation of the transactions contemplated by this Agreement will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory approvals, and shareholder approvals expiration of the waiting periods, referred to above, expiration in the preceding paragraph and the making of related regulatory waiting periods and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument Contract of SBI the Company or of any of its Subsidiaries or to which SBI the Company or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles Company Certificate or the SBI CodeCompany By-laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI GLB or any of its Subsidiaries in connection with the execution, delivery or performance by SBI GLB of this Agreement or to consummate the Merger except for (A) filings of applications, notices and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities), (B) filings with the SEC and state securities authorities, and (C) the filing of the certificate of merger with the OSS pursuant to the OGCL. As of the date hereof, SBI GLB has no knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals referred to above, above and expiration of related regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI GLB or of any of its Subsidiaries or to which SBI GLB or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI GLB Articles or the SBI GLB Code, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority Authority, Self-Regulatory Organization or with any third party are required to be made or obtained by SBI or any of its Subsidiaries IJL in connection with the execution, delivery or performance by SBI IJL of this Agreement Agreement, or to consummate the Merger Merger, except for (A) filings of applications, applications or notices and the Agreement to Merge, as applicable, with Regulatory Authorities (including the consents Previously Disclosed securities licensing or non-objections of such Regulatory Authorities)supervisory authorities, (B) filings the filing with the SEC of the Proxy Statement in definitive form, (C) approval of the NYSE and state consents of national securities authorities, exchanges to the transfer of ownership of seats or memberships and (CD) the filing of the (x) a certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the OGCL. As DGCL and (y) articles of merger with the date hereof, SBI has no knowledge Secretary of any reason why State of North Carolina pursuant to the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)NBCA. (ii) Except as Previously DisclosedSubject only to the approval by the holders of a majority of the outstanding shares of IJL Common Stock, subject to the receipt of the regulatory and shareholder approvals referred to abovein Section 5.03(f)(1), the expiration of related regulatory applicable waiting periods and the making of required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies (except as Previously Disclosed) or any right of termination (with or without the giving of notice, passage of time or both) under, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or agreement, indenture or instrument Contract of SBI IJL or of any of its Subsidiaries or to which SBI IJL or any of its Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SBI Articles IJL Certificate or the SBI CodeIJL By-laws or similar governing documents of any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental or non-governmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SBI Seller or any of its Subsidiaries in connection with the execution, delivery or performance by SBI Seller of this Agreement or to consummate the Merger except for (A) filings of applications, notices and notices, the Agreement to Merge, or the articles of merger, or requests for approvals or waivers, as applicable, with Regulatory Authorities (including the consents or non-objections of such Regulatory Authorities)federal and state banking authorities, (B) filings with the SEC state and state federal securities authorities, and (C) the filing of the certificate articles of merger with the OSS Department of State of the Commonwealth of Pennsylvania pursuant to Section 1927 of the OGCLPBCL, (D) the approval of the Parent Merger by the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Seller Common Stock entitled to vote thereon and (E) the third party consents set forth on the Disclosure Schedule under Section 5.02(f). As of the date hereof, SBI has no knowledge Seller is not aware of any reason relating to Seller why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Except as Previously Disclosed, subject Subject to receipt of the regulatory and shareholder approvals and third party consents referred to above, above and the expiration of related certain regulatory waiting periods periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of SBI Seller or of any of its Subsidiaries or to which SBI Seller or any of its Subsidiaries or properties is subject or boundbound except for any breach, violation, default, Lien, acceleration or right of termination which would not, individually or in the aggregate, result in a Material Adverse Effect, (B) constitute a breach or violation of, or a default under, the SBI Seller Articles or the SBI CodeSeller Bylaws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.